Form 4: ORCL Chief Accounting Officer Vests RSUs, Sells Shares at $292.18

Rhea-AI Filing Summary

Maria Smith, EVP and Chief Accounting Officer of Oracle Corporation (ORCL), reported equity activity on Form 4 dated 09/17/2025 covering transactions on 09/15/2025. She received 13,169 restricted stock units (RSUs) that vested (reported as acquisition at $0) and 6,862 shares were disposed at a price of $292.18 per share, with 55,592 shares before and 48,730 shares after the sale. The filing explains 6,862 shares were withheld to cover tax liability upon vesting and that RSUs vest in four equal annual installments beginning on the first anniversary of grant. The Form 4 was signed by an attorney-in-fact under a POA.

Positive

• 13,169 RSUs vested, aligning executive compensation with shareholder interests by converting equity awards into company stock
• Clear disclosure of tax-withholding mechanics and RSU vesting schedule (four equal annual installments beginning on the first anniversary)

Negative

• 6,862 shares were disposed (withheld/sold) at $292.18, reducing beneficial ownership from 55,592 to 48,730 shares

Insights

Financial Analyst

TL;DR: Routine executive compensation vesting and tax-withholding sale, showing limited net change to long-term holdings.

These transactions reflect standard compensation mechanics: 13,169 RSUs vested and part of the vested award (6,862 shares) were withheld/disposed to satisfy tax withholding at a reported sale price of $292.18. Net beneficial holdings decreased from 55,592 to 48,730 shares post-transaction, and 13,169 underlying shares from the vested RSUs are now part of beneficial ownership calculations. This is a routine disclosure with no indication of extraordinary insider trading behavior or material change to ownership position.

Corporate Governance Expert

TL;DR: Disclosure follows expected governance and Section 16 reporting practices; use of POA appropriately disclosed.

The Form 4 properly identifies the reporting person, role (EVP, Chief Accounting Officer), transaction codes, and explains tax-withholding and vesting schedule for RSUs. The signature by an attorney-in-fact with a referenced POA is disclosed. No governance red flags or undisclosed related-party transactions are evident from the filing itself.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Maria

(Last) (First) (Middle)

C/O DELPHI ASSET MGMT CORPORATION

200 S. VIRGINIA ST., SUITE 625

(Street)

RENO NV 89501

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ORACLE CORP [ ORCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/15/2025		M		13,169	A	$0	55,592	D
Common Stock	09/15/2025		F(1)		6,862	D	$292.18	48,730	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(2)	09/15/2025		M			13,169	(3)	(3)	Common Stock	13,169	$0	26,337	D

Explanation of Responses:

1. Shares withheld for payment of tax liability upon vesting of restricted stock units.

2. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

3. The restricted stock units vest in four equal annual installments, beginning on the first anniversary of the date of grant.

	/s/ Aimee Weast by Aimee Weast, Attorney in Fact for Maria Smith (POA filed 1/4/2023)	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Maria Smith report on Form 4 for ORCL?

The Form 4 reports 13,169 RSUs vested and 6,862 shares disposed at $292.18 per share on 09/15/2025.

How did the transactions affect Maria Smith's ORCL holdings?

Reported beneficial ownership changed from 55,592 shares before the transactions to 48,730 shares after the reported sale/withholding.

Why were shares disposed in this filing?

The filing states that shares were withheld to pay tax liability upon vesting of restricted stock units.

What is the vesting schedule for the RSUs reported?

The RSUs vest in four equal annual installments, beginning on the first anniversary of the grant date.

Who signed the Form 4 for Maria Smith?

The form was signed by Aimee Weast as attorney-in-fact under a power of attorney filed on 01/04/2023.